UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 7, 2012
HALCÓN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-35467 | 20-0700684 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1000 Louisiana, Suite 6700 Houston, Texas |
77002 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (832) 538-0300
|
|
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Officer Incentive Awards
On June 7, 2012 (the “Grant Date”), the Compensation Committee of the Board of Directors of Halcón Resources Corporation (the “Company”) approved initial incentive compensation awards for the officers set forth in the table below (the “Officers”).
| Name |
Office | |
| Floyd C. Wilson |
Chief Executive Officer | |
| Stephen W. Herod |
President | |
| Mark J. Mize |
Executive Vice President—Chief Financial Officer and Treasurer | |
| David S. Elkouri |
Executive Vice President—General Counsel | |
| Joseph S. Rinando, III |
Vice President—Chief Accounting Officer | |
These initial awards include (i) options to purchase shares of the Company’s common stock and (ii) restricted shares of the Company’s common stock. The exercise price of the stock options is $10.13, which was the closing price of the Company’s common stock as reported on the NYSE on the Grant Date. The options have a term of 10 years and will vest in three equal installments on the first three anniversaries of the Grant Date so long as such officer is employed by the Company or its affiliates on each anniversary of the Grant Date. The restricted stock units will also vest in three equal installments on the first three anniversaries of the Grant Date so long as such officer is employed by the Company or its affiliates on each anniversary of the Grant Date.
The following table sets forth the number of shares underlying stock options and the number of shares of restricted stock granted to the Officers on the Grant Date.
| Name |
Stock Options | Restricted Stock Units |
||||||
| Floyd C. Wilson |
125,000 | 35,000 | ||||||
| Stephen W. Herod |
100,000 | 25,000 | ||||||
| Mark J. Mize |
100,000 | 25,000 | ||||||
| David S. Elkouri |
75,000 | 25,000 | ||||||
| Joseph S. Rinando |
75,000 | 10,000 | ||||||
The Compensation Committee also approved cash bonus and equity award targets for the Officers. These awards will be made annually by the Compensation Committee in the ordinary course of business after year-end. Subject to performance measures, the Officers may receive annual cash bonuses of up to 200% of such officer’s respective base salary and equity awards in amounts up to a percentage of such officer’s base salary. The maximum annual equity award for each Officer is set forth in the chart below as a percentage of such Officer’s respective base salary.
| Name |
Annual Equity Target | |||
| Floyd C. Wilson |
650 | % | ||
| Stephen W. Herod |
500 | % | ||
| Mark J. Mize |
500 | % | ||
| David S. Elkouri |
300 | % | ||
| Joseph S. Rinando |
250 | % | ||
The Compensation Committee retained Longnecker & Associates, an independent compensation consultant, to advise the committee regarding the incentive compensation awards to the Officers.
Non-Employee Director Incentive Awards
On June 7, 2012, the Compensation Committee also approved an initial grant of restricted stock with a value equal to $50,000 to each non-employee director of the Company (the “Directors”) or 5,000 shares of restricted stock based on the closing price of the Company’s common stock on the Grant Date and rounded up to the nearest 100 shares. These restricted stock awards are subject to a six-month vesting period.
Longnecker & Associates also advised the Compensation Committee with respect to the Company’s incentive compensation awards for non-employee directors.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit is filed as part of this Current Report on Form 8-K:
| Exhibit No. |
Description | |
| 10.1 | Form of Stock Option Award Agreement | |
| 10.2 | Form of Employee Restricted Stock Agreement | |
| 10.3 | Form of Non-Employee Director Restricted Stock Agreement | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HALCÓN RESOURCES CORPORATION | ||||||
| June 13, 2012 | By: | /s/ Mark J. Mize | ||||
| Name: | Mark J. Mize | |||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||||